Under the Disclosure and Transparency Rules (DTRs), shareholders and holders of financial instruments falling within DTR 5.3.1R(1) must sometimes make notifications.
The DTRs include rules designed to ensure appropriate levels of transparency around the ownership of companies whose shares are admitted to trading on a regulated market such as the Main Market of the London Stock Exchange. The rules also apply to UK-incorporated companies trading on an exchange-regulated markets, such as the Alternative Investment Market.
They require shareholders and holders of financial instruments falling within DTR 5.3.1R(1) to disclose to the issuer and to us when their holding reaches or falls below a given threshold.
Several exemptions and revised thresholds apply to certain market participants, for instance custodians and market-makers..
The relevant rules are in Chapter 5 of the Disclosure & Transparency Rules (DTRs).
If you are unsure about how a rule applies to a given set of circumstances, seek professional advice.
How to make a shareholder notification
Shareholders and holders of financial instruments falling within DTR 5.3.1R(1) must determine their holding no later than midnight on the day of trade. To calculate the proportion of shares they should use the total number of voting rights according to the issuer's most recent disclosure. Figures should be rounded down to the next whole number.
Shareholders and holders of financial instruments falling within DTR 5.3.1R(1) should inform the issuer using the Standard form for notification of major holdings (TR-1) (DOC), which is mandatory from 30 June 2017. For information on how to complete the Standard form, see our notes at the end of the form.
Investors in companies traded on a regulated market should also inform us at the same time by sending the completed Standard form to us by email to [email protected].
Major shareholding rules (DTR 5) Exemption
The FCA is satisfied that the laws governing major shareholder legislation in the following countries are equivalent. Issuers with securities admitted to trading on a regulated market in the UK that are incorporated in any of these countries are exempt from the requirements under DTR 5.
The rules require market-makers to notify the FCA in some circumstances. A notification can be made using the TR-2 form (DOC). The completed form should be emailed to [email protected], with the subject line 'Market maker notification' followed by the name of the relevant market maker.